With the help of Aron the rogue Watcher, the Frightful Four have defeated the Fantastic Four. The Wizard explains to his teammates that while they were fighting their foes, he contacted Aron and his minion the Dragon Man to assist them. In the heat of the battle, Aron use his mental powers to incapacitate the Fantastic Four, ensuring the villains victory. Aron explains that although he is a member of the Watchers, a race sworn to only observe other alien races and never interfere, he was intrigued when Uatu -- the Watcher from Earth -- was put on trial by his peers for his regular interference in the lives of the people who lived there. After being sentenced to take on Aron as a student. After encountering the Fantastic Four himself, he was intrigued and decided to act instead of watch, part of his plan involved collecting tissue samples of the members of the Fantastic Four as part of these goals. Utilizing a special suit that masks him from Uatu's gaze, Aron secreted away to Earth to carry out his plan. The Wizard is furious that Aron will not assist in destroying the Fantastic Four, but the Watcher is uninterested in his demands and collects the DNA samples he needs and is about to leave with them when the Wizard orders his minions to attack.

Aron is protected by Dragon Man who quickly comes to the aid of his master, however the android is no match for the combined powers of the Frightful Four, who quickly incapacitate it. This fores Aron to use his mental powers against the Frightful Four, taking them all down with a mere snap of his fingers. Recovering, the Watcher threatens to reveal Aron's plans to the Watcher, but Aron warns the Wizard that he could be easily killed if he ever tried. With no other choice, the Frightful Four agree to follow Aron's plans, content that they may yet be able to destroy their foes. Later when Ben Grimm arrives on the scene, he finds no trace of the Fantastic Four or their enemies. Talking to the authorities he only gets a fragmented account of what transpired there, particularly the inclusion of Dragon Man in the fight. Without any clues to go on, Ben returns to the Four Freedoms Plaza to report his finding back to Alicia Masters, who is worried sick about her husband the Human Torch.

Recalling Sharon's recent battle with Dragon Man with the She-Hulk, Ben places a call to Jennifer to get the low down on the situation. She recalls that after that battle she saw the Dragon Man flying toward the Empire State Building. Going there, Ben and Alicia ask around and finds that people recall seeing some strange creature flying around the area recently and decides to go in and check it out. Ben and Alicia then begin inspecting the upper levels of the building for clues to the whereabouts of their captured friends. On the 101st floor, Ben tells Alicia to wait behind while he goes off to explore. Not even a few feet down the hall, Ben suddenly turns around and returns to Alicia to tell her that this floor is all clear. When Alicia points out that he hasn't checked, they quickly realize that something has been tampering with his mind to make him think he checked the offices here. When Ben goes back again, a mental illusion of a man tries to tell him to stop bothering them as he already checked. When he ignores this "man" it suddenly turns into a creature and attacks him. Alicia rushes to his side and reminds him that it's all in his head, preventing Ben from strangling himself with his own belt in the process.

Storming down the hall, Ben rams into one of the doors and almost fall down into the lab below where the Frightful Four are busy placing the other members of the Fantastic Four into suspended animation. Ben dives down and knocks out the Wizard but is soon attacked by the other members of the Frightful Four. Grabbing Klaw's blaster arm, he uses it to blast Titania then knocks out Klaw with a single punch. Hydro-Man attacks, but makes the foolish move of blasting Ben near the control panel and he manages to free his friends. The Fantastic Four rush out and easily incapacitate the Frightful Four, and take them prisoner. After Johnny is reunited with Alicia and Ben is congratulated for freeing them even without any powers they make their way out of the Empire State Building with their prisoners. However they are suddenly transported to another dimension where they are confronted by Aron the Rogue Watcher who reveals the culmination of all his schemes: He has created clones of the Fantastic Four.

She-Hulk and Ben make reference to Marvel Comics writer and artist John Byrne. Some facts about that:

Although a real person he is not subject to the Sliding Timescale in respect to topical references that usually dictates real life people of some celebrity are considered topical references so as not to age the characters. This rule is exempted when it comes to Marvel Comics creators who are always deemed to be in the prime of their lives during the modern age.

As first stated in Fantastic Four #10 the Fantastic Four had licensed out their adventure to be produced into comic books. In Fantastic Four #262 the Fantastic Four met the John Byrne of their reality.

She-Hulk's references to John Byrne harassing her is a reference to the fact that -- at the time of this story -- Byrne was writer and artist for Sensational She-Hulk. A series that regularly broke the fourth wall with She-Hulk being aware of the fact she was a comic book character and regularly interacted with Byrne over plot choices.

Sharon refuses to return to human form after she was mutated into a She-Thing in Fantastic Four #310 she later came to terms with her transformation in Fantastic Four #312. This is because earlier she was raped by minions of Karl Malus in Captain America #330-331 making her afraid of men. He transformation into the She-Thing has given her a sense of protection she didn't have as a normal looking woman.

Although stated to be in suspended animation along with the Fantastic Four and the Wizard in the next issue, the rest of the Frightful Four are not physically seen again until they are freed in Fantastic Four #333.

Publication Notes

The script credit on this issue is to "John Harkness" due to Steve's unhappiness with the editorial direction he was obliged to undertake.